Common use of Removal of Lender Clause in Contracts

Removal of Lender. In the event that any Lender Party (an "Affected Lender") (a) demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12 or (b) asserts, pursuant to Section 2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate Advances, then (subject to such Affected Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below and so long as no Event of Default exists) the Borrower may, upon 20 days' prior written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender to assign all of its rights and obligations under the Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) to an Eligible Assignee selected by the Borrower which is reasonably satisfactory to the Administrative Agent, so long as such Affected Lender receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Affected Lender as of the effective date of such assignment (including, without limitation, amounts owing to such Affected Lender pursuant to Section 2.3, 2.4, 2.7, 2.8, 2.10 or 2.12) and in such case such Affected Lender agrees to make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11.7. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 2.16, the Borrower shall continue to pay to the Affected Lender any Obligations as they become due and payable. 70 63

Removal of Lender. In the event that any Lender Party (an "Affected LenderAFFECTED LENDER") (a) demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12 or 2.12, (b) asserts, pursuant to Section 2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate Advances, or (c) which was a Coastwise Citizen at the time it became a Lender hereunder but thereafter lost its status as such, then (subject subject, with respect to clauses (a) and (b) hereof, to such Affected Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below and so long as no Event of Default exists) the Borrower may, upon 20 days' prior written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender to assign all of its rights and obligations under the Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) to an Eligible Assignee selected by the Borrower which is reasonably satisfactory to the Administrative Agent, so long as such Affected Lender receives payment in full in cash of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Affected Lender as of the effective date of such assignment (including, without limitation, amounts owing to such Affected Lender pursuant to Section 2.3, 2.4, 2.7, 2.8, 2.10 or 2.12) and in such case such Affected Lender agrees to make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11.7. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 2.16, the Borrower shall continue to pay to the Affected Lender any Obligations as they become due and payable. 70 63.

Removal of Lender. In the event that any Lender Party (an "Affected LenderAFFECTED LENDER") (a) demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12 or (b) asserts, pursuant to Section 2.10(d) that it is unlawful for such Affected Lender to make Eurodollar Rate Advances, then (subject to such Affected Lender's right to rescind such demand or assertion within 10 days after the notice from the Borrower referred to below and below), so long as no Event of Default exists) exists the Borrower may, upon 20 days' prior express written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender to assign all of its rights and obligations under the this Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) to an Eligible Assignee selected by the Borrower which is reasonably satisfactory to the Administrative Agent, so long as such Affected Lender receives payment in full in cash immediately available funds of the outstanding principal amount of all Advances made by it and all accrued and unpaid interest thereon and all other amounts due and payable to such Affected Lender as of the effective date of such assignment (including, without limitation, amounts owing to such Affected Lender pursuant to Section 2.3, 2.4, 2.7, 2.8, 2.10 or 2.12) and in such case such Affected Lender agrees to make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11.7. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 2.16, the Borrower shall continue to pay to the Affected Lender any Obligations as they become due and payable. 70 63.

Removal of Lender. In the event that any Lender Party (an "Affected Lender"i) fails to make a Loan as required under Section 2.4, (aii) demands payment of costs or additional amounts pursuant to Section 2.10 or Section 2.12 or (b) assertsnotifies the Borrowers, pursuant to Section 2.10(dSections 2.11(a)(ii)(A) or 2.11(a)(ii)(B), respectively, that it is impracticable or unlawful for such Affected Lender to make or to continue a Eurodollar Loan or that the Eurodollar Rate Advances, then no longer represents the effective cost of a Eurodollar Loan to such Lender (subject to such Affected Lender's right to rescind such demand or assertion within 10 7 days after the notice from the Borrower Borrowers referred to below below), or (iii) demands payment of costs and so long as additional amounts pursuant to Sections 2.11(b), 2.12 or 2.13, the Borrowers may, provided that no Default or Event of Default exists) the Borrower mayshall have occurred and be continuing, upon 20 15 days' prior written notice to such Affected Lender and the Administrative Agent, with the reasonable assistance of the Administrative Agent, elect to cause such Affected Lender (the "Replaced Lender") to assign all of its rights Loans and obligations under the Agreement (including, without limitation, all of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it) in full to an Eligible Assignee assignee financial institution selected by the Borrower which is reasonably satisfactory Borrowers and acceptable to the Administrative AgentAgent (a " Replacement Lender"), so long as at the time of such Affected replacement (A) such Replacement Lender shall enter into one or more joinder agreements as required by Section 9.1(a) (with all fees required pursuant to Section 9.1(a) to be paid by either the Borrowers or the Replacement Lender) pursuant to which the Replacement Lender shall acquire all the Commitments and all outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender, and (B) such Replaced Lender (w) receives payment in full in cash of the outstanding principal amount of all Advances Revolving Credit Loans made by it and accrued and unpaid interest thereon, (x) receives an amount equal to all unpaid drawings that have been funded by (and not reimbursed to) the Replaced Lender, together with all then unpaid interest thereon, (y) is relieved of its obligations as a participant under the then outstanding Letters of Credit, and (z) receives payment in full in cash of all accrued and unpaid interest thereon fees and all other amounts due and payable to such Affected Replaced Lender as of the effective date of such assignment (including, including without limitation, amounts owing to such Affected Lender pursuant to Section 2.3Sections 2.11(b), 2.42.12 and, 2.7if applicable, 2.82.13). Upon payment of the amounts required above, 2.10 or 2.12) and in such case such Affected the Replaced Lender agrees to shall make such assignment, and such assignee shall agree to accept such assignment and assume all the obligations of such Affected Lender hereunder, in accordance with Section 11.7. Until the consummation of an assignment in accordance with the foregoing provisions requirements of this Section 2.169.1(a) and upon execution of the respective joinder agreement by the Replacement Lender, recordation of the assignment by the Agent and delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Borrower Replacement Lender shall continue become a Lender hereunder and the Replaced Lender shall cease to pay be a Lender hereunder, except with respect to the Affected Lender any Obligations indemnification provisions under this Agreement (including without limitation, pursuant to Section 11.3), which shall survive as they become due and payable. 70 63to such Replaced Lender.